Exhibit 4.5 and Exhibit 4.6


NEITHER  THIS  WARRANT NOR THE SHARES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN
REGISTERED  UNDER  THE  SECURITIES  ACT  OF 1933, AS AMENDED (THE "SECURITIES
ACT")  OR  ANY  OTHER APPLICABLE STATE SECURITIES LAWS.  NEITHER THIS WARRANT
NOR   THE  SHARES  ISSUABLE  UPON  EXERCISE  HEREOF  MAY  BE  SOLD,  PLEDGED,
TRANSFERRED,  ENCUMBERED  OR  OTHERWISE  DISPOSED  OF  EXCEPT  PURSUANT TO AN
EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR IN A TRANSACTION
WHICH  IS EXEMPT FROM REGISTRATION UNDER THE PROVISIONS OF THE SECURITIES ACT
OR  ANY  APPLICABLE  STATE  LAWS. THIS  WARRANT MAY NOT BE EXERCISED BY OR ON
BEHALF  OF  A UNITED STATES PERSON UNLESS REGISTERED UNDER THE SECURITIES ACT
OR AN EXEMPTION FROM SUCH REGISTRATION IS AVAILABLE.


                           STOCK PURCHASE WARRANT


            To Purchase up to __________ Shares of Common Stock of

                          BIOPHAN TECHNOLOGIES, INC.

    THIS CERTIFIES that, for value received, ______________ and his assigns
(the "Holder") is entitled, upon the terms and subject to the limitations on
exercise and the conditions hereinafter set forth, at any time during the
Exercise Period (as hereinafter defined), at the Exercise Price (as
hereinafter defined), to subscribe for and purchase from Biophan
Technologies, Inc., a corporation incorporated in the State of Nevada (the
"Company"), up to ___________ shares (the "Warrant Shares") of Common Stock,
$.005 par value, of the Company (the "Common Stock").  The Exercise Price and
the number of shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein.

    1.     Exercise Period.  This Warrant shall be exercisable (the
"Exercise Period") commencing on the date hereof and terminating at 5:00 p.m.
New York time on ____________.

    2.     Exercise Price.  Subject to adjustment as provided herein, the
per share price at which this Warrant may be exercised (the "Exercise Price")
shall be $ _____ per share, which is 110% of the purchase price for the
Common Stock.

    3.     Title to Warrant.  During the Exercise Period and subject to
compliance with applicable laws, this Warrant and all rights hereunder are
transferable, in whole or in part, at the office or agency of the Company by
the holder hereof in person or by duly authorized attorney, upon surrender of
this Warrant together with the Assignment Form annexed hereto properly
endorsed.

    4.     Authorization of Shares.  The Company covenants that all shares
of Common Stock which may be issued upon the exercise of the purchase rights
represented by this Warrant will, upon exercise of the purchase rights
represented by this Warrant, be duly authorized, validly issued, fully paid
and nonassessable and free from all taxes, liens and charges in respect of
the issue thereof (other than taxes in respect of any transfer occurring
contemporaneously with such issue).

    5.     Registration Rights.  The Warrant Shares shall be registered
under the Securities Act, to the extent provided in the Registration Rights
Agreement of even date herewith, by and between the Company and the Holder of
this Warrant.

    6.     Exercise of Warrant.

           (a)     Except as otherwise provided herein, exercise of the
purchase rights represented by this Warrant may be made at any time or times
during the Exercise Period, by the surrender of this Warrant and the Notice
of Exercise Form annexed hereto duly executed, at the office of the Company
(or such other office or agency of the Company as it may designate by notice
in writing to the registered holder hereof at the address of such holder
appearing on the books of the Company) and upon payment of the Exercise Price
of the shares thereby purchased by wire transfer or cashier's check drawn on
a United States bank, the holder of this Warrant shall be entitled to receive
a certificate for the number of shares of Common Stock so purchased.
Certificates for shares purchased hereunder shall be delivered to the holder
hereof within five Trading Days after the date on which this Warrant shall
have been exercised as aforesaid. This Warrant shall be deemed to have been
exercised and such certificate or certificates shall be deemed to have been
issued, and Holder or any other person so designated to be named therein
shall be deemed to have become a holder of record of such shares for all
purposes, as of the date the Warrant has been exercised by payment to the
Company of the Exercise Price and all taxes required to be paid by Holder, if
any, pursuant to Section 8 prior to the issuance of such shares, have been
paid.

           (b)     If this Warrant shall have been exercised in part, the
Company shall, at the time of delivery of the certificate or certificates
representing Warrant Shares, deliver to Holder a new Warrant evidencing the
rights of Holder to purchase the unpurchased shares of Common Stock called
for by this Warrant, which new Warrant shall in all other respects be
identical with this Warrant.
           (c)     Notwithstanding anything herein to the contrary, in no
event shall the holder be permitted to exercise this Warrant for shares of
Common Stock to the extent that (i) the number of shares of Common Stock
owned by such Holder (other than shares of Common Stock issuable upon
exercise of this Warrant) plus (ii) the number of shares of Common Stock
issuable upon exercise of this Warrant, would be equal to or exceed 9.9% of
the number of shares of Common Stock then issued and outstanding, including
shares issuable upon exercise of this Warrant held by such holder after
application of this Section 6(c).  As used herein, beneficial ownership shall
be determined in accordance with Section 13(d) of the Exchange Act.  To the
extent that the limitation contained in this Section 6(c) applies, the
determination of whether this Warrant is exercisable (in relation to other
securities owned by the holder) and of which a portion of this Warrant is
exercisable shall be in the sole discretion of such holder, and the
submission of a Notice of Exercise shall be deemed to be such holder's
determination of whether this Warrant is exercisable (in relation to other
securities owned by such holder) and of which portion of this Warrant is
exercisable, in each case subject to such aggregate percentage limitation,
and the Company shall have no obligation to verify or confirm the accuracy of
such determination.  Nothing contained herein shall be deemed to restrict the
right of a holder to exercise this Warrant into shares of Common Stock at
such time as such exercise will not violate the provisions of this Section
6(c).  The provisions of this Section 6(c) may be waived by the Holder of
this Warrant upon, at the election of the Holder, 61 days' prior notice to
the Company, and the provisions of this Section 6(c) shall continue to apply
until such 61st day (or such later date as may be specified in such notice of
waiver).  No exercise of this Warrant in violation of this Section 6(c) but
otherwise in accordance with this Warrant shall affect the status of the
Common Stock issued upon such exercise as validly issued, fully paid and non-
assessable.

    7.     No Fractional Shares or Scrip.  No fractional shares or scrip
representing fractional shares shall be issued upon the exercise of this
Warrant.  As to any fraction of a share that Holder would otherwise be
entitled to purchase upon such exercise, the Company shall pay a cash
adjustment in respect of such final fraction in an amount equal to such
fraction multiplied by the Exercise Price.

    8.     Charges, Taxes and Expenses.  Issuance of certificates for
shares of Common Stock upon the exercise of this Warrant shall be made
without charge to the holder hereof for any issue or transfer tax or other
incidental expense in respect of the issuance of such certificate, all of
which taxes and expenses shall be paid by the Company, and such certificates
shall be issued in the name of the holder of this Warrant or in such name or
names as may be directed by the holder of this Warrant; provided, however,
that in the event certificates for shares of Common Stock are to be issued in
a name other than the name of the holder of this Warrant, this Warrant when
surrendered for exercise shall be accompanied by the Assignment Form attached
hereto duly executed by the holder hereof; and the Company may require, as a
condition thereto, the payment of a sum sufficient to reimburse it for any
transfer tax incidental thereto.

    9.     Closing of Books.  The Company will not close its stockholder
books or records in any manner which prevents the timely exercise of this
Warrant.

   10.     Transfer, Division and Combination.

           (a)     Subject to compliance with any applicable securities laws,
transfer of this Warrant and all rights hereunder, in whole or in part, shall
be registered on the books of the Company to be maintained for such purpose,
upon surrender of this Warrant at the principal office of the Company,
together with a written assignment of this Warrant substantially in the form
attached hereto duly executed by Holder or its agent or attorney and funds
sufficient to pay any transfer taxes payable upon the making of such
transfer.  In the event that the Holder wishes to transfer a portion of this
Warrant, the Holder shall transfer at least 50,000 shares underlying this
Warrant to any such transferee.  Upon such surrender and, if required, such
payment, the Company shall execute and deliver a new Warrant or Warrants in
the name of the assignee or assignees and in the denomination or
denominations specified in such instrument of assignment, and shall issue to
the assignor a new Warrant evidencing the portion of this Warrant not so
assigned, and this Warrant shall promptly be cancelled.  A Warrant, if
properly assigned, may be exercised by a new holder for the purchase of
shares of Common Stock without having a new Warrant issued.

           (b)     This Warrant may be divided or combined with other Warrants
upon presentation hereof at the aforesaid office of the Company, together
with a written notice specifying the names and denominations in which new
Warrants are to be issued, signed by Holder or its agent or attorney.
Subject to compliance with Section 10(a), as to any transfer which may be
involved in such division or combination, the Company shall execute and
deliver a new Warrant or Warrants in exchange for the Warrant or Warrants to
be divided or combined in accordance with such notice.

           (c)     The Company shall prepare, issue and deliver at its own
expense (other than transfer taxes) the new Warrant or Warrants under this
Section 10.

           (d)     The Company agrees to maintain, at its aforesaid office,
books for the registration and the registration of transfer of the Warrants.

   11.     No Rights as Shareholder until Exercise.  This Warrant does not
entitle the holder hereof to any voting rights or other rights as a
shareholder of the Company prior to the exercise hereof.  Upon the surrender
of this Warrant and the payment of the aggregate Exercise Price, the Warrant
Shares so purchased shall be and be deemed to be issued to such holder as the
record owner of such shares as of the close of business on the later of the
date of such surrender or payment.

   12.     Loss, Theft, Destruction or Mutilation of Warrant.  The Company
covenants that upon receipt by the Company of evidence reasonably
satisfactory to it of the loss, theft, destruction or mutilation of this
Warrant certificate or any stock certificate relating to the Warrant Shares,
and in case of loss, theft or destruction, of indemnity or security
reasonably satisfactory to it (which may include the posting of any bond),
and upon surrender and cancellation of such Warrant or stock certificate, if
mutilated, the Company will make and deliver a new Warrant or stock
certificate of like tenor and dated as of such cancellation, in lieu of such
Warrant or stock certificate.

   13.     Saturdays, Sundays, Holidays, etc.  If the last or appointed
day for the taking of any action or the expiration of any right required or
granted herein shall be a Saturday, Sunday or a legal holiday, then such
action may be taken or such right may be exercised on the next succeeding day
not a Saturday, Sunday or legal holiday.

   14.     Adjustments of Exercise Price and Number of Warrant Shares.
The number and kind of securities purchasable upon the exercise of this
Warrant and the Exercise Price shall be subject to adjustment from time to
time upon the happening of any of the following.  In case the Company shall
(a) pay a dividend in shares of Common Stock or make a distribution in shares
of Common Stock to holders of its outstanding Common Stock, (b) subdivide its
outstanding shares of Common Stock into a greater number of shares of Common
Stock, (c) combine its outstanding shares of Common Stock into a smaller
number of shares of Common Stock, or (d) issue any shares of its capital
stock in a reclassification of the Common Stock, then the number of Warrant
Shares purchasable upon exercise of this Warrant immediately prior thereto
shall be adjusted so that the holder of this Warrant shall be entitled to
receive the kind and number of Warrant Shares or other securities of the
Company which he would have owned or have been entitled to receive had such
Warrant been exercised in advance thereof.  Upon each such adjustment of the
kind and number of Warrant Shares or other securities of the Company which are
purchasable hereunder, the holder of this Warrant shall thereafter be entitled
to purchase the number of Warrant Shares or other securities resulting from
such adjustment at an Exercise Price per Warrant Share or other security
obtained by multiplying the Exercise Price in effect immediately prior to such
adjustment by the number of Warrant Shares purchasable pursuant hereto
immediately prior to such adjustment and dividing by the number of Warrant
Shares or other securities of the Company resulting from such adjustment.  An
adjustment made pursuant to this paragraph shall become effective immediately
after the effective date of such event retroactive to the record date, if
any, for such event.

   15.     Reorganization, Reclassification, Merger, Consolidation or
Disposition of Assets.  In case the Company shall reorganize its capital,
reclassify its capital stock, consolidate or merge with or into another
corporation (where the Company is not the surviving corporation or where
there is a change in or distribution with respect to the Common Stock of the
Company), or sell, transfer or otherwise dispose of all or substantially all
its property, assets or business to another corporation and, pursuant to the
terms of such reorganization, reclassification, merger, consolidation or
disposition of assets, shares of common stock of the successor or acquiring
corporation, or any cash, shares of stock or other securities or property of
any nature whatsoever (including warrants or other subscription or purchase
rights) in addition to or in lieu of common stock of the successor or
acquiring corporation ("Other Property"), are to be received by or
distributed to the holders of Common Stock of the Company, then Holder shall
have the right thereafter to receive, upon exercise of this Warrant, the
number of shares of common stock of the successor or acquiring corporation or
of the Company, if it is the surviving corporation, and Other Property
receivable upon or as a result of such reorganization, reclassification,
merger, consolidation or disposition of assets by a holder of the number of
shares of Common Stock for which this Warrant is exercisable immediately
prior to such event.  In case of any such reorganization, reclassification,
merger, consolidation or disposition of assets, the successor or acquiring
corporation (if other than the Company) shall expressly assume the due and
punctual observance and performance of each and every covenant and condition
of this Warrant to be performed and observed by the Company and all the
obligations and liabilities hereunder, subject to such modifications as may
be deemed appropriate (as determined in good faith by resolution of the Board
of Directors of the Company) in order to provide for adjustments of shares of
Common Stock for which this Warrant is exercisable which shall be as nearly
equivalent as practicable to the adjustments provided for in this Section 15.
For purposes of this Section 15, "common stock of the successor or acquiring
corporation" shall include stock of such corporation of any class which is
not preferred as to dividends or assets over any other class of stock of such
corporation and which is not subject to redemption and shall also include any
evidences of indebtedness, shares of stock or other securities which are
convertible into or exchangeable for any such stock, either immediately or
upon the arrival of a specified date or the happening of a specified event
and any warrants or other rights to subscribe for or purchase any such stock.
The foregoing provisions of this Section 15 shall similarly apply to
successive reorganizations, reclassifications, mergers, consolidations or
disposition of assets.

   16.     Notice of Adjustment.  Whenever the number of Warrant Shares or
number or kind of securities or other property purchasable upon the exercise
of this Warrant or the Exercise Price is adjusted, as herein provided, the
Company shall promptly mail by registered or certified mail, return receipt
requested, to the holder of this Warrant notice of such adjustment or
adjustments setting forth the number of Warrant Shares (and other securities
or property) purchasable upon the exercise of this Warrant and the Exercise
Price of such Warrant Shares (and other securities or property) after such
adjustment, setting forth a brief statement of the facts requiring such
adjustment and setting forth the computation by which such adjustment was
made.  Such notice, in the absence of manifest error, shall be conclusive
evidence of the correctness of such adjustment.

   17.     Notice of Corporate Action.  If at any time:

           (a)     the Company shall take a record of the holders of its
Common Stock for the purpose of entitling them to receive a dividend or other
distribution, or any right to subscribe for or purchase any evidences of its
indebtedness, any shares of stock of any class or any other securities or
property, or to receive any other right, or

           (b)     there shall be any capital reorganization of the Company,
any reclassification or recapitalization of the capital stock of the Company
or any consolidation or merger of the Company with, or any sale, transfer or
other disposition of all or substantially all the property, assets or
business of the Company to, another corporation or,

           (c)     there shall be a voluntary or involuntary dissolution,
liquidation or winding up of the Company;

then, in any one or more of such cases, the Company shall give to Holder (i)
at least 10 days' prior written notice of the date on which a record date
shall be selected for such dividend, distribution or right and (ii) in the
case of any such reorganization, reclassification, merger, consolidation,
sale, transfer, disposition, dissolution, liquidation or winding up, at least
10 days' prior written notice of the date when the same shall take place.
Such notice in accordance with the foregoing clause also shall specify (1)
the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, the date on which the holders of Common
Stock shall be entitled to any such dividend, distribution or right, and the
amount and character thereof, and (2) the date on which any such
reorganization, reclassification, merger, consolidation, sale, transfer,
disposition, dissolution, liquidation or winding up is to take place and the
time, if any such time is to be fixed, as of which the holders of Common
Stock shall be entitled to exchange their shares of Common Stock for
securities or other property deliverable upon such disposition, dissolution,
liquidation or winding up.  Each such written notice shall be sufficiently
given if addressed to Holder at the last address of Holder appearing on the
books of the Company and delivered in accordance with Section 19(d).

   18.     Authorized Shares.  The Company covenants that during the
period the Warrant is outstanding, it will reserve from its authorized and
unissued Common Stock a sufficient number of shares to provide for the
issuance of the Warrant Shares upon the exercise of any purchase rights under
this Warrant.  The Company further covenants that its issuance of this
Warrant shall constitute full authority to its officers who are charged with
the duty of executing stock certificates to execute and issue the necessary
certificates for the Warrant Shares upon the exercise of the purchase rights
under this Warrant.  The Company will take all such reasonable action as may
be necessary to assure that such Warrant Shares may be issued as provided
herein without violation of any applicable law or regulation, or of any
requirements of  the Principal Market upon which the Common Stock may be
listed.

    The Company shall not by any action, including, without limitation,
amending its articles of incorporation or through any reorganization, transfer
of assets, consolidation, merger, dissolution, issue or sale of securities or
any other voluntary action, avoid or seek to avoid the observance or
performance of any of the terms of this Warrant, but will at all times in good
faith assist in the carrying out of all such terms and in the taking of all
such actions as may be necessary or appropriate to protect the rights of
Holder against impairment.  Without limiting the generality of the foregoing,
the Company will (a) not increase the par value of any shares of Common Stock
receivable upon the exercise of this Warrant above the amount payable therefor
upon such exercise immediately prior to such increase in par value, (b) take
all such action as may be necessary or appropriate in order that the Company
may validly and legally issue fully paid and nonassessable shares of Common
Stock upon the exercise of this Warrant, and (c) use commercially reasonable
efforts to obtain all such authorizations, exemptions or consents from any
public regulatory body having jurisdiction thereof as may be necessary to
enable the Company to perform its obligations under this Warrant.

    Before taking any action which would result in an adjustment in the number
of shares of Common Stock for which this Warrant is exercisable or in the
Exercise Price, the Company shall obtain all such authorizations or exemptions
thereof, or consents thereto, as may be necessary from any public regulatory
body or bodies having jurisdiction thereof.

   19.     Miscellaneous.

           (a)     Jurisdiction. This Warrant shall be binding upon any
successors or assigns of the Company.  This Warrant shall constitute a
contract under the laws of New York, without regard to its conflict of law,
principles or rules, and be subject to arbitration pursuant to the terms set
forth in the Purchase Agreement.

           (b)     Restrictions.  The holder hereof acknowledges that the
Warrant Shares acquired upon the exercise of this Warrant, if not registered,
will have restrictions upon resale imposed by state and federal securities
laws.

           (c)     Nonwaiver.  No course of dealing or any delay or failure to
exercise any right hereunder on the part of Holder shall operate as a waiver
of such right or otherwise prejudice Holder's rights, powers or remedies,
notwithstanding all rights hereunder terminate on the Termination Date.

           (d)     Notices.  Any notice, request or other document required or
permitted to be given or delivered to the holder hereof by the Company shall
be delivered in accordance with the notice provisions of the Purchase
Agreement.

           (e)     Limitation of Liability.  No provision hereof, in the
absence of affirmative action by Holder to purchase shares of Common Stock,
and no enumeration herein of the rights or privileges of Holder hereof, shall
give rise to any liability of Holder for the purchase price of any Common
Stock or as a stockholder of the Company, whether such liability is asserted
by the Company or by creditors of the Company.

           (f)     Remedies.  Holder, in addition to being entitled to
exercise all rights granted by law, including recovery of damages, will be
entitled to specific performance of its rights under this Warrant.

           (g)     Successors and Assigns.  Subject to applicable securities
laws, this Warrant and the rights and obligations evidenced hereby shall
inure to the benefit of and be binding upon the successors of the Company and
the successors and permitted assigns of Holder.  The provisions of this
Warrant are intended to be for the benefit of all Holders from time to time
of this Warrant and shall be enforceable by any such Holder or holder of
Warrant Shares.

           (h)     Amendment.  This Warrant may be modified or amended or the
provisions hereof waived with the written consent of the Company and the
Holder.

           (i)     Severability.  Wherever possible, each provision of this
Warrant shall be interpreted in such manner as to be effective and valid
under applicable law, but if any provision of this Warrant shall be
prohibited by or invalid under applicable law, such provision shall be
ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provisions or the remaining provisions of
this Warrant.

           (j)     Headings.  The headings used in this Warrant are for the
convenience of reference only and shall not, for any purpose, be deemed a
part of this Warrant.

    IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its officer thereunto duly authorized.

Dated: ______________________

       BIOPHAN TECHNOLOGIES, INC.



       By:
       Robert J. Wood, Chief Financial
       Officer

AGREED TO AND ACCEPTED BY:





                               NOTICE OF EXERCISE



To:    Biophan Technologies, Inc.
       150 Lucius Gordon Drive, Suite 215
       West Henrietta, New York 14586


           (1)   The undersigned hereby elects to purchase ________ shares of
Common Stock (the "Common Stock") of Biophan Technologies, Inc. pursuant to
the terms of the attached Warrant, and tenders herewith payment of the
exercise price in full, together with all applicable transfer taxes, if any.

           (2)   Please issue a certificate or certificates representing said
shares of Common Stock in the name of the undersigned or in such other name
as is specified below:


          ---------------------------------
          (Name)


          ---------------------------------
          (Address)

          ---------------------------------





Dated:


                                                     -------------------------
                                                     Signature





                                 ASSIGNMENT FORM

                    (To assign the foregoing warrant, execute
                    this form and supply required information.
                   Do not use this form to exercise the warrant.)



    FOR VALUE RECEIVED, the foregoing Warrant and all rights evidenced
thereby are hereby assigned to

_______________________________________________ whose address is

_______________________________________________________________.



_______________________________________________________________

                                          Dated:  ______________, _______


                  Holder's Signature:___________________________

                  Holder's Address:_____________________________

                                   _____________________________



Signature Guaranteed:  _________________________________________




NOTE:  The signature to this Assignment Form must correspond with the name as
it appears on the face of the Warrant, without alteration or enlargement or
any change whatsoever, and must be guaranteed by a bank or trust company.
Officers of corporations and those acting in an fiduciary or other
representative capacity should file proper evidence of authority to assign
the foregoing Warrant.